97 (Ninety seven) Members attended the meeting either through person or in proxy (as per the attendance register).

Transcription

1 MINUTES OF EIGHTH ANNUAL GENERAL MEETING OF THE MEMBERS OF M/S. DQ ENTERTAINMENT (INTERNATIONAL) LIMITED HELD ON WEDNESDAY, SEPTEMBER 30, 2015 AT 2.30 PM AT HOTEL 'THE PLAZA', , TOURISM PLAZA, GREENLANDS, BEGUMPET, HYDERABAD Direcors Presen: 1. Mrs. Rashida Adenwala - Direcor 2. Mr. S. Sundar - Independen Direcor & Chairman of Audi Commiee 3. Mr. B.N. Sirish - Addiional Independen Direcor Sauory Audior: Mr. Ananhakrishnan G - Parner, MZSK & Associaes, Charered Accounans Officials of he Company on he Dias: 1. Mr. Sanjay Chaudhary- Chief Financial Officer 2. Ms. Sindhu M.S - Company Secreary & Compliance officer Members Presen: 97 (Niney seven) Members aended he meeing eiher hrough person or in proxy (as per he aendance regiser). Mrs. Rashida Adenwala informed he shareholders ha Mr. Tapaas Chakravari, CMD & CEO of he Company had communicaed his inabiliy o aend he meeing on accoun a personal emergency. Thereafer, he Direcors and Members presen a he meeing nominaed Mrs. Rashida Adenwala, o Chair he meeing, in accordance wih Aricle 120 of he Aricles of Associaion of he Company. Afer asceraining ha he requisie quorum was presen, Mrs. Rashida Adenwala, Chairperson declared he meeing as open and, commenced he proceedings of he meeing. Mrs. Rashida Adenwala welcomed all he Shareholders, Proxies and Special Inviees o he 8 1 h Annual General Meeing of he Company. Mrs. Rashida Adenwala informed he meeing ha, wih he consen of he Members presen, he Noice convening he Meeing, Audied Accouns and Direcors' Repor hereon having already been circulaed, would be aken as read. Chairman's Speech: Mrs. Rashida Adenwala, Chairperson, appraised he Members abou he progress made by he Company during he financial year ended March The Chairperson hen requesed he Members o express heir views, commens and quesions, if any, on he accouns and oher operaions of he Company. The members raised a few queries on he accouns, business and operaions of he Company. Mrs. Rashida Adenwala saisfacory replied o all he queries raised by he Members peraining o he business and operaions of he Company. Mr. S. Sundar, Independen Direcor & Chairman of Audi Commiee also responded o he concerns raised by he Members on he financial posiion of he Company. The Company Secreary hereafer informed ha shareholders ha he Regiser of Members, Regiser of Direcors' shareholding wih oher sauory regisers are kep open for inspecion by he shareholders a he venue and he same are accessible during he coninuance of he meeing. CHAI

2 The Company Secreary hereafer provided he updaes on he following: a. e-voing faciliy: The Members were informed ha, pursuan o Secion 108 of he Companies Ac, 2013 read wih rule 20 of he Companies (Managemen and Adminisraion) rules, 2014, he Company has exended he faciliy of e-voing o he Members from Sunday, Sepember 27, 2015 (9.00 am 1ST) o Tuesday, Sepember 29, 2015 (5.00 pm 1ST) o enable hem o cas heir voe elecronically, in respec of he Ordinary and Special business o be ransaced a he Annual General Meeing. The shareholders were informed ha, he Board of Direcors has engaged he services of Karvy Compuershare Privae Limied ('Karvy') as he agency o provide e-voing faciliy and have appoined Mr. R. Ramakrishna Gupa, Pracicing Company Secreary as Scruinizer for he purpose of scruinizing he poll and remoe e-voing process. b. Physical Ballo: The Members, who were physically presen and who had no voed elecronically, were requesed by he Secreary o cas heir voe hrough physical ballo for all he 6 resoluions specified in he Noice. The Company Secreary informed ha upon compleion of voing by physical ballo, he Scruinizers will coun he voes and sign and submi he resul o he Chairperson by adding he physical voes o he elecronically cased voes in favour and agains each resoluion on Ocober 3, c. Conduc of Physical Ballo: As advised by he Chairperson, he Company Secreary hen conduced he voing procedure by disribuing ballo papers. The Scruinizer declared ha he ballo boxes were empy. Thereafer, he voing process commenced. Afer ensuring ha all he Members had cased heir voes, he Scruinizers closed he voing a around 3.15 p.m. and sealed and ook cusody of he ballo box. Voe Of Thanks There being no oher business o ransac, he meeing concluded wih voe of hanks o he chair. Resuls of Elecronic voing and he Physical Ballo: On he basis of he Scruinizers Repor for he Elecronic Voing daed 3rd Ocober, 2015 and for he Physical Ballo held a he Annual General Meeing daed 30h Sepember 2015, he Chairperson announced he resuls of he voing on 3rd Ocober He menioned ha all he Ordinary and Special businesses have been passed wih he requisie majoriy. The Resoluions for he Ordinary and Special business as se ou from Iem No. 1 o 6 in he Noice of he 8h Annual General Meeing, duly approved by he Members wih requisie majoriy, are recorded hereunder as par of he proceedings of he 8h Annual General Meeing of he Company held on 30h Sepember, CHA,~ ~ ~ITIALS v

3 /: MINUTES BOOK Iem No # 01 : Adopion of Audied Financial Saemens (including audied consolidaed financial saemens) of he Company for he financial year ended 31s March, 2015 and he Repors of he Board of Direcors and Audiors hereon (Ordinary Resoluion):financial saemens) of he Company for he financial year ended March, 2015 and he Repors of he Board of Direcors and Audiors hereon (Ordinar, Resoluion): Promoer/ No. of No. of % of No. of No. of % of Voes % of Voes Public shares voes voes Voes in voes in favour agains on held Polled polled on favour agains on voes voes polled ousandi polled n (6)= [(4)/(2) (1) (2) (3) = (4) (5) 100) (7)= [(5)/(2) [(2)/(1 ) * 100] 100] Public % Public- ohers % % % Grand Toal % % % Iem No # 02: Appoinmen of Ms. Rashida Adenwala (DIN ), reiring by roaion (Ordinary Resoluion): Promoer/ Public %of voes No. of No. of polled on No. of shares voes ousandin Voes in held Polled favour (1 ) (2) (4) * 100) No. of % of Voes %of Voes voes in favour on agains on agains voes polled voes polled (6)= [(4)/(2) * (7)= [( 5)/(2) * (5) 100) 100) Public- ohers % % % [Grand Toal % % % C HA I~S;I TIAL I /

4 I' MINUTES BOOK Iem No# 03: Appoinmen of Sauory Audiors: Promoer/ No. of No. of % of voes No. of No. of % of Voes % of Voes Public shares voes polled on Voes in voes in favour on agains or held Polled ousandin favour agains voes polled voes polled (1) {2) * 100] {4) {6)= [(4)/(2) (7)= [( 5)/(2) (5) 100) 100) Public - ohers % % % Iem No# 04: Appoinmen of Mr. B. N. Sirish as Independen Direcor of he Company: Promoer/ No. of No. of % of voes No. of No. of % of Voes % of Voes Public shares voes polled on Voes in voes in favour on agains on held Polled ousandin favour a gains voes polled voes polled (1) (2) 100] (4) (6)= [(4)/(2) * (7)= [( 5)/(2) (5) 100] 100] Public - ohers % % %. CHA I ~:;~ITIALS I'

5 Iem No# 05 : Appoinmen of Mr. Auknoor Gouam as Independen Direcor of he Company: Promoer/ No. of No. of % of voes No. of No. of % of Voes % of Voes Public shares voes polled on Voes in voes in favour on agains on held Polled ousandin favour a gains voes polled voes polled (1 ) (2) * 100] (4) (6)= [(4)/(2) (7)= [(5)/(2) (5) 100] 100) Public - ohers % % % Iem No# 06: Aleraion of Aricles of Associaion of he Company: Promoer/ No. of No.of %of No. of No. of %of Voes %of Voes Public shares voes voes Voes in voes in favour agains on held Polled polled on favour again on voes voes ousandi s polled polled (1) (2) n (4) (5) (6)= [(4)/(2) (7)= [(5)/(2) (3) = * 100] 100] [(2)/(1) * 100] Public- ohers % % % Dae: I-\\ lo \ '-O I S Place: ~ d""--" \o =-\ / ~~ Ch man